Offer for Libertel

Vodafone Group Plc
12 February 2003

12 February 2003

For Immediate Release - Not for release or distribution in the United States of
America, Canada or Japan

           VODAFONE ANNOUNCES EUR 11.00 PER SHARE OFFER FOR LIBERTEL



Vodafone Group Plc ('Vodafone') today announces a public offer for all of the
issued ordinary shares of Vodafone Libertel N.V. ('Libertel') that it does not
already own. Vodafone believes that it is in the best interests of all Libertel
shareholders that they be given the opportunity to tender their shares.
Vodafone's offer will not be increased and is made on the following basis:

•       A price of EUR 11.00 per share in cash.

•       As is customary in public offers in the Netherlands, the offer will be
conditional upon Vodafone's shareholding reaching or exceeding 95% of the total
issued share capital of Libertel, although this condition can be waived at
Vodafone's sole discretion. There are no other conditions to the offer.

•       The Management and Supervisory Boards of Libertel will facilitate the
public offer and have agreed to co-operate fully with Vodafone in the
implementation and completion of the offer, although they are of the opinion
that the offer price does not adequately reflect the value of the shares.

The offer price represents a premium of 35.6% over the volume-weighted average
Libertel share price over the twelve months prior to the announcement on 13
January 2003 that Vodafone was in discussions with Libertel regarding a possible
public offer.

Vodafone intends to make market purchases of shares as and when they become
available at up to a maximum price of EUR 11.00 per share.

It is anticipated that an offering memorandum ('biedingsbericht') will be
published around the end of February 2003.  It is expected that the acceptance
period for the offer will commence shortly thereafter and will remain open for a
minimum of 20 calendar days.  Vodafone aims to complete the offer by the end of
March 2003.

Vodafone's current shareholding in Libertel is 242.4 million shares which
represents 77.6% of the total issued share capital of Libertel.

If the offer results in Vodafone's shareholding reaching or exceeding 95% of the
total issued share capital, excluding any shares that Libertel owns, Vodafone
intends to exercise its rights under Dutch law to initiate squeeze-out
procedures in order to acquire 100% of the shares.  Vodafone also intends to
apply to delist the shares from the Euronext Amsterdam Stock Exchange when
possible.

For further information contact:



Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Director of Group Investor Relations
Bobby Leach, Head of Group Financial Media Relations
Darren Jones, Senior Investor Relations Manager
Tel:  [phone]

Goldman Sachs International
Simon Dingemans
Tel:  [phone]

Tavistock Communications
Lulu Bridges/Justin Griffiths
Tel:  [phone]



Notes for editors:



•       Libertel's current, approximate shareholder structure is as follows:
     Vodafone        Minority          Treasury       Total Shares        Vodafone      Treasury      Minority
   Shares (m)      Shares (m)       Shares (m)*                (m)         Holding       Shares*      Interest
        242.4            66.1               4.0              312.5           77.6%          1.3%         21.1%



* Treasury shares owned by Vodafone Libertel (source: Vodafone Libertel N.V.).



The offer is not being made, directly or indirectly, in or into the United
States of America, Canada or Japan, and copies of this document and any future
related materials are not being and may not be mailed or otherwise distributed
or sent in or into the United States of America, Canada or Japan.

The offer is furthermore not being directed to persons whose participation in
the offering requires that further offer documents are issued or that
registration or other measures are taken, other than those required under Dutch
law. No document relating to the offer may be distributed in or into any country
where such distribution or offering requires any of the aforementioned measures
to be taken or would be in conflict with any law or regulation of such a
country.



This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000 by Goldman
Sachs International.

Goldman Sachs International is acting for Vodafone Group Plc and no one else in
connection with the offers and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs International, or
for providing advice in relation to any offers.



                                    - ends -


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